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Pastimes : Reg. S. Alert!
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To: Puck who wrote (4)8/6/1999 4:14:00 AM
From: Puck  Read Replies (3) of 60
 
From an SB-2/A filing by BDE (Brilliant Digital Entertainment Inc.) on 8/2/99 available at the FreeEdgar site (http://www.freedgar.com), but not at the SEC's Edgar site, for some reason:

Additionally, we have issued to a selling stockholder a debenture which may be converted into common stock at a discount to the then prevailing market price of our common stock. Accordingly, the issuance of shares under the securities purchase agreement and the debenture will have a dilutive impact on our stockholders. As a result, our net income or loss per share could be materially decreased in future periods, and the market price of our common stock could be materially and adversely affected. These discounted sales could have an immediate adverse effect on the market price of the common stock. We also have agreed to issue to our financial advisor a fee in shares of common stock having an aggregate market price equal to 2% of the purchase price of the shares of common stock to be issued and sold under the securities purchase agreement. The issuance or resale of these shares would have a further dilutive effect on our common stock and could adversely affect its price. Downward pressure on the market price of our common stock could encourage short sales of common stock by the investor, to the extent permitted by the securities purchase agreement, or others. A short sale is a sale of stock that is not owned by the seller. The seller borrows the stock for delivery at the time of the short sale, and buys back the stock when it is necessary to return the borrowed shares. If the price of the common stock declines between the time the seller sells the stock and the time the seller subsequently repurchases the common stock, then the seller sold the shares for a higher price then he purchased the shares and may realize a profit. Material amounts of short selling could place further downward pressure on the market price of the common stock.
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